CC Resolution 1986-077^!4[ 2D*ACITEM,
DATE AG N
* APPROVED oDENlED
oCONTINUED TO
RESOLUTION NO. 86-77
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LA QUINTA, CALIFORNIA, ESTABLISHING A DEFERRED
COMPENSATION PLAN TO BE ADMINISTERED BY THE ICMA
RETIREMENT CORPORATION.
WHEREAS, the City of La Quinta has employees rendering
valuable services; and
WHEREAS, the establishment of a deferred compensation
plan for such employees will serve the interests of the City of
La Quinta by enabling it to provide reasonable retirement
security for its employees, by providing increased flexibility
in its personnel management system, and by assisting in the
attraction and retention of competent personnel; and
WHEREAS, the City of La Quinta has determined that the
establishment of a deferred compensation plan to be administered
by the ICMA Retirement Corporation will serve the above
objectives; and
WHEREAS, City of La Quinta desires that the investment
of funds held under its deferred compensation plan be
administered by the ICMA Retirement Corporation, as Trustee,
with the understanding that such funds will be held by the ICMA
Retirement Trust, a trust established by public employers for
the purpose of representing the interests of such employers with
respect to the collective investment of funds held under their
deferred compensation plans.
NOW, THEREFORE, BE IT RESOLVED that the City of La
Quinta hereby executes the ICMA Retirement Trust, attached
hereto as Appendix B; and
BE IT FURTHER RESOLVED that the City of La Quinta
hereby adopts the trust agreement, attached hereto as Appendix
C, and appoints the ICMA Retirement Corporation as Trustee
thereunder, and directs the ICMA Retirement Corporation, as
Trustee, to invest all funds held under the deferred
compensation plan through the ICMA Retirement Trust as soon as
is practicable; and
BE IT FURTHER RESOLVED that the City Manager shall be
the coordinator for this program and shall receive necessary
reports, notices, etc., from the ICMA Retirement Corporation as
* Administrator, and shall cast, on behalf of the City, any
required votes under the program. Administrative duties to
carry out the plan may be assigned to the appropriate
departments.
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^!4[ APPROVED and ADOPTED this 16th day of September, 1986.
ATTEST:
*
CITY MANAGER/CLERK
APPROVED AS TO FORM:
j CITY AT
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^!4[ APPENDIX A
CITY. OF LA QUINTA
EMPLOYER")
DEFERRED COMPENSATION PLAN
I. INTRODUCTION
include any amount excludable from gross income under this
The Employer hereby establishes the Employer's Deferred Plan or any other plan described in section 457(b) of the
Compensation Plan, hereinafter referredtoasthe"Plan."Theplan Internal Revenue Code. any amount excludable from gross
consists of the provisions set forth in this document, income under section 403(b) of the Internal Revenue Code,
Theprimarypurposeofthisplanistoprovideretirementincome or any other amount excludable from gross income for
and Other deferred benefits to the Employees of the Employer in federal income tax purposes. Includible Compensation shall
accordance with the provisions of section 457 of the Internal be determined without regard to any community property
Revenue Code of 1954, as amended. laws.
This Plan shall be an agreement solely between the Employer 2.07 Joinder Agreement: An agreement entered into between an
and participating Employees.
Employee and the Employer, including any amendments or
modifications thereof. Such agreement shall fix the amount
II. DEFINITIONS of Deferred Compensation, specify a preference among the
2.01 Account: The bookkeeping account mainlSined for each investment alternatives designated by the Employer,
Participant reflecting the cumulstive amount of the designate the Employee's Beneficiary or Beneficiaries, and
Participant's Deferred Compensation, including any income, incorporate the terms, conditions, and provisions of the Plan
gains, losses, or increases or decreases in market value by reference.
attributable to the Employer's investment of the Participant's 2.08 Normal Compensation: The amount of compensation which
Deferred Compensation, and further reflecting any distribu- would be payable to a Participant by the Employer for a
tions to the Participant or the Participant's Beneficiary and taxable year if no Joinder Agreement were in effect to defer
any foes or expenses charged against such Participant's compensation under this Plan.
Deferred. Compensation. 2.09 Normal Retirement Age: Age 70, unless the Participant has
2.02 AdmInistrator: The person or persons named to carry out elected an alternate Normal Retirement Age by written
certain nondiscretionary administrative functions under the instrument delivered to the Administrator prior to Separation
Plan, as hereinafter described. The Employer may remove from Service. A Participant's Normal Retirement Age
any person as Administrator upon 80 days advance notice in determines a) the latest time when benefits may commence
writing to such per*on, in which case the Employer shall under this Plan unless the Participant continues employ-
name another person or persons to act as Administrator. The ment after Normal Retirement Age), and b) the period during
Administrator may resign upon 60 days advance notice in which a Participant may utilize the catch-up limitation of
writing to the Employer, in which the case the Employer shall Section 5.02 hereunder. Once a Participant has to any extent
name another person or persons to act as Administrator. utilized the catch-up limitation of Section 5.02, his Normal
Retirement Age may not be changed.
2.03 BenefIciary: The person or persons designated by the A Participant's alternate Normal Retirement Age may not
Participant in his Joinder Agreement who shall receive any be earlier than the earliest date that the Participant will
benefits payable hereunder in the event of the Participant's become eligible to retire and receive unreduced retirement
death. benefits under the Employer's basic retirement plan covering
2.04 Deferred CompensatIon: The amount of Normal Compensa- the Participant and may not be later than the date the
tion Qtherwise payable to the Participant which the Participant attains age 70. If a Participant continues
Participant and the Employer mutually agree to defer employment after attaining age 70, not having previously
hereunder, any amount credited to a Participant's Account by elected an alternate Normal Retirement Age, the Participant's
reason of a transfer under Section 6.03, or any other amount alternate Normal Retirement Age shall not be later than the
which the Employer agrees to credit to a Participant's mandatory retirement age, if any, established by the
Account. Employer, or the age at which the Participant actually
2.05 Employee: Any individual who provides services for the separates from service if the Employer has no mandatory
Employer, whether as an employee of the Employer or as an retirement age. If the Participant will not become eligible to
independent contractor, and who has been designated by the receive benefits under a basic retirement plan maintained by
Employer as eligible to participate in the Plan. the Employer, the Participant's alternate Normal Retirement
Age may not be earlier than attainment of age 55 and may not
2.06 Includible Compensation: The amount of an Employee's be later than attainment of age 70.
compensation from the Empieyer for a taxable year that is
attributable to services performed for the Employer and that 2.10 ParticIpant: Any Employee who has joined the Plan pursuant
is includible in the Employee's gross income for the taxable to the requirements of Article IV.
year for federal income tax purposes; such term does not 2.11 Plan Year: The calendar year.
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^!4[ 2.12 RetIrement: The first date upon which both of the following plan). For purposes of this Section 5.02. a Participant's
shall have occurred with respect to a Participant: Separation Includible Compensation for the current taxable yearshall be
from Service and attainment of Normal Retirement Age. deemed to include any Deferred Compensation for the
2.13 Separation from Service: Severance of the Participant's taxable year in excess of the amount permitted under the
employment with the Employer. A Participant shall be Normal Limitation, and the Participant's Includible Compen-
deemed to have severed his employment with the Employer Sation for any prior taxable year shall be deemed to exclude
for purposes of this Plan when, in accordance with the any amount that could have been deterred under the Normal
established practices of the Employer, the employment Limitation for such prior taxable year.
relationship is considered to have actually terminated. In the 5.03 Section 403(b) Annuitles: For purposes of Sections 5.01 and
case of a Participant who is an independent contractor of the 5.02, amounts contributed by the Employer on behalf of a
Employer, Separation from Service Shall be deemed to have Participant for the purchase of an annuity contract described
occurred when the Participant's contract under which in Section 403(b) of the Internal Revenue Code shall be
services are performed has completely expired and treated as if such amounts constituted Deferred Compensa-
terminated, there is no foreseeable possibility that the tion under this Plan for the taxable year in which the
Employer will renew the contract or enter into a new contract contribution was made and shall thereby reduce the
for the Participant's services, and it is not anticipated that the maximum amount that may be deferred for such taxable year.
Participant will become an Employee of the Employer.
VI. INVESTMENTS AND ACCOUNT VALUES
Ill. ADMINISTRATION 6.01 Investment of Deferred Compensation: All investments of
3.01 DutIes ci Employer: The Employer shall have the authority to Participants' Deferred Compensation made by the Employer,
make all discretionary decisions affectin9 the rights or including all property and rights purchased with such
amounts and all income attributable thereto, shall be the sole
benefits of Participants which may be required in the property of the Employer and shall not be held in trust for
administration of this Plan.
Participants or as collateral security for the fulfillment of the
3.02 Duties of Administrator: The Administrator, as agent for the Employer's obligations under the Plan. Such property shall
Employer, Shall perform nondiscretionary administrative be subiect to the claims of general creditors of the Employer,
functions in connection with the Plan. including the and no Participant or Beneficiary shall have any vested
maintenance of Participants' Accounts. the provision of interest or Secured Or preferred position with respect to such
periodic reports of the Status of each Account and the property or have any claim against the Employer except as a
disbursement of benefits on behalf of the Employer in general creditor.
accordance with the provisions of this Plan.
6.02 CredIting of Accounti: The Participant's Account shall reflect
the amount and value of the investments or other property
IV. PARTICIPATION IN THE PLAN obtained by the Employer through the investment of the
Participant's Deferred Compensation. It is anticipated that
4.01 Initial Participation: An Employee may become a Participant the Employer's investments with respect to a Participant will
by entering into a Joinder Agreement prior to the beginning conform to the investment preference specified in the
of the calendar month in which the Joinder Agreement is to Participant's Joinder Agreement, but nothing herein shall be
become effective to defer compensation not yet earned.
construed to require the Employer to make any particular
4.02 Amendment of Joinder Agreement:A Participant may amend investment of a Participant's Deferred Compensation. Each
an executed Joinder Agreement to change the amount of Participant shall receive periodic reports. not less frequently
Compensation not yet earned which is to be deferred than annually, showing the then-current value of his
including the reduction of Such future deferrals to zero) orto Account.
change his investment preference sublect to such restric-
tions as may result from the nature or terms of any investment 6.03 Acceptance of Transfers: Pursuant to an appropriate written
made by the Employer). Such amendment shall become agreement, the Employer may accept and credit to a
effecfive as of the beginning of the calendar month Participant's Account amounts transferred from another
commencing after the date the amendment is executed. A employer within the same State representing amounts held
Participant may at any time amend hisjoinder Agreement to by Such Other employer under an eligible State deferred
change the designated Beneficiary and such amendment compensation plan described in section 457 of the Internal
Shall become effective immediately.
Revenue Code. Any such transferred amount shall not be
treated as a deferral subject to the limitations of Article V,
V. LIMITATIONS ON DEFERRALS provided however. that the actual amount of any deferral
5.01 Normal Limitation: Except as provided in Section 5.02. the under the plan from which the transfer is made shall be taken
maximum amount of Deferred Compensation for any into account in computing the catch-up limitation under
Participant for any taxable year shall not exceed the lesser of Section 5.02.
$7,500.00 or 33 1/3 percent of the Participant's Includible 6.04 EmPIoyerLIabIlItf:InnoeventshalltheEmployer'sliabilifyto
Qompensation for the taxable year. This limitation will pay benefits to a Participant underArticle VI exceed the value
Ordinarily be equivalent to the lesser of $7,500.00 or 25 of the amounts credited to the Participant's Account; the
percent of the Participant's Normal Compensation. Employer shall not be liable for losses arising from
5.02 Catch-up Limitation: For each of the last three 3) taxable depreciation or shrinkage in the value of any investments
years of a Participant ending before his attainment of Normal acquired under this Plan.
Retirement Age, the maximum amount Of Deferred
Compensation shall be the lesser of: 1) $15,000 or 2) the VII. BENEFITS
sum of i) the Normal Limitation for the taxable year, and ii)
that portion of the Normal Limitation for each of the prior 7.01 Retirement Benefits and Election on Separation from
taxable years of the Participant commencing after 1978 Service: Except as Otherwise provided in this Article VII, the
during which the Plan was in existence and the Participant distribution of a Participant's Account shall commence
was eligible to participate in the Plan Or in any Other plan during the Second calendar monthafterthecloseoftheplan
established under sectiOn 457 of the Internal Revenue Code Year of the Participant's Retirement, and the distribution of
by an employer within the same State as the Employer) less such Retirement benefits shall be made in accordance with
the amount of Deferred Compensation for each such prior one of the payment options described in Section 7.02.
taxable year including amounts deferred under Such other Notwithstanding the foregoing, the Participant may irrevo-
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^!4[ cably elect within 60 days following Separation from Service Sections 7.01 or 7.06, a death benefit equal to the value of the
to have the distribution of benefits commence on a date other Participant's Account shall be payable to the Beneficiary
than that described in the preceding sentence which is at commencing no later than 60 days after the close of the Plan
least 60 days alter the date such election is delivered in Year in which the Participant would have attained Normal
writing to the Employer and forwarded to the Administrator Retirement Age, Such death benefit Shalt be paid in a lump
but not later than 60 days after the close of the Plan Year of sum unless the Beneficiary elects a different payment option
the Participant's Retirement, within 90 days of the Participant's death, A Beneficiary who
7.02 Payment Options: As provided in Sections 7.01,7.05 and 7.06, may elect a payment option pursuant to the provisions of the
a Participant may elect to have the value of his Account PrecedingsentenceshalibetreatedasifhewereaParfi*ip**f
distributed in accordance with one of the following payment for purposes of determining the payment options available
options. provided that such option is consistent with the under Section 7.02; provided, however, that the payment
limitations set forth in Section 7.03: option chosen by the Beneficiary must provide for payments
to the Beneficiary over a period no longer than the life
a) Equal monthly, quarterly. semi-annual or annual expectancy of the Beneficiary if the Beneficiary is the
payments in an amount chosen by the Participant. Participant's spouse and must provide for payments over a
continuing until his Account is exhausted; period not in excess of fifteen 15) years if the Beneficiary is
not the Participant's Spouse.
b) One lump sum payment;
7.06 Disability: In the event a Participant becomes'disabled before
c) Approximately equal monthly, quarterly, Semi-annual the commencement of Retirement benefits under Secti9n
or annual payments. calculated to continue for a period 7.01, the Participant may etect to commence benefits under
certain chosen by the Participant;
one of the payment options described in Section 7.02 on the
d) Payments equal to payments made by the issuer of a last day of the month following a determination of disability
retirement annuity policy acquired by the Employer; by the Employer. The Participant's request for such
e) Any other payment option elected by the Participant determination must be made within a reasonable time after
and agreed to by the Employer. the impairment which constitutes the disability occurs. A
Participant shall be considered disabled for purposes of this
A Participant's election of a payment option must be made at Plan if he is unable to engage in any substantial gainful
least 30 days before the payment of benefits is to commence. activity by reason of any medically determinable physical or
It a Participant fails to make a timely election of a payment mental impairment which can be expected to result in death
option, benefits shall be paid monthly under option c) above or be of long-continued and indefinite duration. The
for a period of five years. disability of any Participant Shall be determined in
7.03 Limitation on Options: No payment option may be selected accordance with uniform principles consistently applied and
by the Participant under Secti'on 7.O2unless the present value upon the basis of such medical evidence as the Employer
of the payments to the Participant. determined as of the date deems necessary and desirable.
benefits commence, exceeds 50 percent of the value of the 7.07 Unforesceable Emergencies: In the event an unforeseeable
Participant's Account as of the date benefits commence, emergency occurs, a Participant may apply to the Employer
Present value determinations under this Section shall be to receive that part of the value of his account that is.
made by the Administrator in accordance with the expected reasonably needed to satisfy the emergency need. If such an
return multiples set forth in section 1.72-9 of the Federal application is approved by the Employer, the Participantshall
Income Tax Regulations Or any successor provision to such be paid only such amount as the Employer deems necessary
regulations). to meet the emergency need. but payment shall not be made
to the extent that the financial hardship may be relieved
7.04 Past-retirement Death Benefits: Should the Participant die through cessation of deferral under the Plan, insurance or
after he has begun to receive benefits under a payment other reimbursement, or liquidation of other assets to the
option, the remaining payments, if any, under the payment extent such liquidation would not itself cause severe financial
option shall be payable to the Participant's Beneficiary hardship. An unforeseeabie emergency Shall be deemed to
commencing within 60 days after the Administrator receives
involve only circumstances of Severe financial hardship to the
proof of the Participant's death, unless the Beneficiary elects Participant resulting from a Sudden and unexpected illness or
payment under a different payment option at least 30 days accident of the Participant or of a dependent as defined in
prior to the date that the first payment becomes payable to Section 152(a) of the Internal Revenue Code) of the
the Beneficiary. In no event shall the Employer or Participant, loss of the Participant's property due to casualty.
Administrator be liable to the Beneficiary for the amount of or other similar and extraordinary untoreseeable circum-
any payment made in the name of the Participant before the stances arising asaresult of eventS beyond the controlo(the
Administrator receives proof of death ot the Participant. Participant. The need to send a Participant's child to college
Notwithstanding the foregoing. payments to a Beneficiary or to purchase a new home Shal not be considered
shall not extendoveraperiod longerthan theBeneficiary's unforeseeable emergencies. The determination as to
life expectancy if the Beneficiary is the Participant's Spouse whether Such an unforeseeable emergency exists Shall be
or ii) fifteen 15) years if the Beneficiary is not the based on the merits of each individual case
Participant's Spouse. If no Beneficiary is designated in the
Joinde* Agreement, or if the designated Beneficiary does not
survive the Participant for a period of fifteen 15) days, then VIII. NON-ASSIGNABILITY
the commuted value of any remaining payments under the No Participant or Beneficiary shall have any right to commute,
payment option shall be paid in a lump sum to the estate of sell. assign. pledge, transferor otherwise conveyor encumber the
the Participant. If the designated Beneficiary survives the right to receive any payments hereunder. which payments and
Participant for a period of fifteen 15) days, but does not rights are expressly declared to be non-assignable and non-
continue to live for the remaining period of payments under transferable.
the payment option as modified. if necessary, in conformity IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT
with the third sentence of this section). then the commuted
value of any remaining payments under the payment option AGREEMENTS
Shall be paid in a lump sum to,the estate of the Beneficiary. This Plan serves in addition to any other retirement. pension. or
benefit plan or system presently in existence or hereinafter
7.05 Pre-retirement Death Benefits: Should the Participant die established for the benefit of the Ernpioyer's employees. and
before he has begun to receive the benefits provided by participation hereunder shall not affect benefits receivable under
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^!4[ any such plan or system. Nothing contained in this Plan shall be period. the Employer notifies the Administrator in writing that it
deemed to constitute an employment contract or agreement disapproves such amendment. in which case such amendment
between any Participant and the Employer or to give any shall not become effective. In the event of Such disapproval, the
Participant the right to be retained in the employ of the Employer. Administrator shall be under no obligation to continue acting as
Nor shall anything herein be construed to modify the terms of any Administrator hereunder.
employment contract or agreement between a Participant and the No amendment or termination of the Plan shall divest any
Employer. Participant of any rights with respect to compensation deferred
before the date of the amendment or termination.
X. AMENDMENT OR TERMINATION OF PLAN XI* APPLICABLE LAW
The Employer may at any time amend this Plan provided that it This Plan shall be construed under the laws of the state where
transmits Such amendment in writing to the Administrator at least the Employer is located and is established with the intent that it
30 days prior to the effective date of the amendment. The consent meet the requiremerits of an eligible Statedeferred compensation
of the Administrator shall not be required in order for such plan" under section 457 of the Internal Revenue Code of 1954, as
amendment to become effective, but the Administrator shall be amended. The provisions of this Plan shall be interpreted wherever
under no obligation to continue acting as Administrator hereunder pOssible in conformity with the requirements ot that section.
if it disapproves ot such amendment. The Employer may at any
time terminate this Plan.
The Administrator may at any time propose an amendment to XII GENOEA AND NUMBER
the Plan by an instrument in writing transmitted to the Employer at The masculine pronoun, whenever used herein, shall include the
least 30 days before the effective date of the amendment. Such feminine pronoun, and the singular Shall includetheplural,except
amendment shall become effective unless, within Such 30-day where the context requires otherwise.
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^!4[ APPENDIX B
DECLARATION OF TRUST
of
ICMA RETIREMENT TRUST
ARTICLE I. Name and Definitions ARTICLE Ii. Creation and Purpose of the Trust; Ownemhip of Tru:t
Property
SECTION 1.1. Name. The Name of the Trust created hereby is the SECTION 2.1. Creation. The Retirement Trust is created and
ICMA Retirement Trust. established by the execution of this Declaration of Trust by the Trustees
SECTION 1.2. Definitions. Wherever they are used herein, the and the Participating Public Employers.
following terms shall have the following respective meanings: SECTION 2.2. Purpose. The purpose of the Retirement Trust is to
a) By-Laws. The By-Laws referred to in Section 4.1 hereof, as provide for the commingled investment of funds held by the Public
amended from time to time. Employers in connection with their Deferred Compensation Plans. The
b) Deferred Compensation Plan. A deferred compensation plan Trust Property shall be invested in the Portfolios. in Guaranteed
established and maintained byapublicEmployerforthepurpose Investment Contracts and in other investments recommended by the
of providing retirement income and other deferred benefits to its Investment Adviser under the Supervision of the Board of Trustees.
employees in accordance with the provisions of section 457 of SECTION 2.3 Ownership of Trust Property. The Trustees shall have
the Internal Revenue Code of 1954. as amended. legal title to the Trust Property. The Public Employers shall be the
C) Guaranteed Investment Contract. A contract entered into by beneficial owners of the Trust Property.
the Retirement Trust with insurance companies that provides for
a guaranteed rate of return on investments made pursuant to
such contract. ARTICLE III. Trustees
d) ICMA. The International City Management Association. SECTION 3.1. Number and Qualification of Trustees.
e) ICMA/RC Trustees. Those Trustees elected by the Public a) The Board of Trustees shall consist of nine Trustees. Five of
Employers who. in accordance with the provisions of Section the Trustees shall be full-time employees of a Public Employer
3.1(a) hereof. arealsomembersoftheBoardofDirectorsofICMA the Public Employee Trustees) who are authorized by such
or RC. Public Employer to serveas Trustee. The remaining four Trustees
shall consist of two persons who, at the time of election to the
f) Investment Adviser. The Investment Adviser that enters into a Board of Trustees. are members of the Board of Directors of
contract with the Retirement Trust to provide advice with respect ICMA and two persons who, at the time of election, are members
to Investment of the Trust Property. of the Board of Directors of RC the lCMA/RC Trustees). One of
g) Employer Trust. A trust created pursuant to an agreement the Trustees who is a director of ICMA, and one of the Trustees
between RC and a Public Employer for the purpose of investing who is a director of RC, shall. at the time of election, be full-time
and administering the funds set aside by Such employer in employees of a Public Employer.
connection with its deferred compensation agreements with its b) No person may serve as a Trustee for more than one term in
employees. any ten-year period.
h) Portfolios. The Portfolios of investments established by the SECTION 3.2. Election and Term
Investment Adviser to the Retirement Trust, under the
supervision of the Trustees. for the purpose of providing a) Except for the Trustees appointed to fill vacancies pursuant
investments for the Trust Property. to Section 3.5 hereof, the Trustees shall be elected by a vote of a
i) Public Employee Trustees. Those Trustees elected by the malority of the Public Employers in accordance with the
Public Employers who, in accordance with the provisions of procedures set forth in the By-Laws.
Section 3.1(a) hereof, are full-time employees of Public b) At the first election of Trustees, three Trustees shall be
Emp*oyers. elected for a term of three years. three Trustees shall be elected
for a term of two years and three Trustees shall be elected for a
ti) Public Employer. A unit of state or local government. or any term of one year. At each subsequent election, three Trustees
agency or*nstrumentality thereof, that has adopted a Deferred shall be elected for a term of three years and until his or her
Compensation Plan and has executed this Declaratiori of Trust. Successor is elected and qualified.
k) RC. The International City Management Association SECTION 3.3. Nominations. The Trustees who are full-time
Retirement Corporation. employees of Public Employers shall serve as the Nominating
I) Retirement Trust. The Trust created by this Declaration of Committee for the Public Employee Trustees. The Nominating
Trust. Committee Shall choose candidates for Public Employee Trustees in
m) Trust Property. The amounts held in the Retirement Trust on accordance with the procedures set forth in the By-Laws.
behalf of the Public Employers. The Trust Property shall include SECTION 34. Resignation and Removal.
any income resulting from the investment of the amounts so held. a) Any Trustee may resign as Trustee without need for prior or
n) Trustees. The Public Empl9yee Trustees and ICMA/RC Subsequent accounting) by an instrument in writing signed by the
Trustees elected by the Public Employers to serve as members of Trustee and delivered to the Other Trustees and such resignation
the Board of Trustees of the Retirement Trust. shall be effective upon such delivery. or at a later date according
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^!4[ to the terms of the instrument. Any of the Trustees may be times Show that all such investments are a part of the Trust
removed for cause, by a vote of a majority of the Public Property;
Employers. h) make. execute, acknowledge, and deliver any and all
b) Each Public Employee Trustee shall resign his or her position documents of transfer and conveyance and any and all other
as Trustee within sixty days of the date on which he or she ceases instruments that may be necessary Or appropriate to carry Out the
to be a full-time employee of a Public Employer. powers herein granted;
SECTION 3.5. Vacancies. The term of office of a Trustee shall i) vote upon any stock, bonds. Or Other securities; give general
terminate and a vacancy shall occur in the event of the death, or special proxies or powers of attorney with or without powerof
resignation. removal, adjudicated incompetence Or other incapacity to substitution; exercise any conversion privileges, subscription
perform the duties of the office of a Trustee. In the case of a vacancy, the rights, or other options, and make any payments incidental
remaining Trustees shall appoint such person as they intheirdiscretion thereto: oppose, Or consent to. Or otherwise participate in.
shall see fit subject to the limitations set forth in this Section). to serve corporate reorganizations or other changes affecting corporate
for the unexpired portion of the term of the Trustee who has resigned or securities, and delegate discretionary powers, and pay any
otherwise ceased to be a Trustee. The appointment shall be made by a assessments or charges in connection therewith: and generally
written instrument signed by a majority of the Trustees. The person exercise any of the powers of an owner with respect to stocks,
appointed must be the same type of Trustee i.e., Public Employee bonds, securities or other property held as part of the Trust
Trustee or ICMA/RC Trustee) as the person who has ceased to be a Property;
Trustee An appointment of a Trustee may be made in anticipation of a j) enter into contracts or arrangements for goods or services
vacancy to Occur at a later date by reason of retirement or resignation, required in connection with the Operation o*f the Retirement
provided that such appointment Shall not become effective priorto such Trust, including, but not limited to, contracts with custodians and
retirement or resignation. Whenever a vacancy in the number of contracts for the provision of administrative services:
Trustees shall occur, until such vacancy is filled as provided in this k) borrow Or raise money for the purpose of the Retirement
Section 3.5, the Trustees in office, regardless of their number, shall have Trust in such amount, and upon such termS and conditions, as the
all the powers granted to the Trustees and shall discharge all the duties Trustees shall deem advisable, provided that the aggregate
imposed upon the Trustees by this Declaration. A written instrument amount of such borrowings shall not exceed 30% of the value of
certifying the existence of such vacancy signed by a majority of the the Trust Property. No person lending money to the Trustees
Trustees shall be conclusiveevidenceoftheexistenceofsuchvacancy. shall be bound to see the application of the money lent or to
SECTION 3.6. Trustees Serve in Representative Capacity. By inquire into its validity. expediency or propriety of any such
executing this Declaration, each Public Employer agreesthat the Public borrowing:
Employee Trustees elected by the Public Employers are authorized to I) incurreasonableexpensesasrequiredfortheoperationofthe
act as agents and representatives of the Public Employers collectively. Retirement Trust and deduct such expenses from the Trust
Property:
ARTICLE IV. Powers of Trustees m) pay expenses properly allocable to the Trust Property
SECTION 4.1. General Powers. The Trustees shall have the power to incurred in connection with the Deferred Compensation Plans or
conduct the business of the Trust and to carry on its operations. Such the Employer Trusts and deduct such expenses from that portion
power shall include, but shall not be limited to, the power to: of the Trust Property beneficially owned by the Public Employer
a) receive the Trust Property from the Public Employers or from to whom such expenses are properly allocable;
a Trustee of any Employer Trust; n) pay Out of the Trust Property all real and personal property
b) enter into a contract with an Investment Adviser providing, taxes, incometaxes and othertaxes ofanyand all kindswhich, in
among other things, for the establishment and Operation of the the opinion of the Trustees, are properly levied, or assessed
Portfolios, selection of the Guaranteed Investment Contracts in under existing or future laws upon, or in respect of. the Trust
which the Trust Property may be invested, selection of other Propertyandallocateanysuchtaxestotheappropriateaccounls:
investments for the Trust Property and the payment of reasonable 0) adopt, amend and repeal the By-Laws, provided that such By-
fees to the Investment Adviser and to any su*investment adviser Laws are at all times consistent with the terms of this Declaration
retained by the Investment Adviser; of Trust:
Ic) review annually the performance of the Investment Adviser p) employ persons to make available interests in the Retirement
and approve annually the contract with such Investment Adviser; Trust to employers eligible to maintain a deferred compensation
d) invest and reinvest the Trust Property in the Portfolios, the plan under section 457 of the Internal Revenue Code. as
Guaranteed Investment Contracts and in any other investment amended;
recommended by the Investment Adviser, provided that If a q) issue the Annual Report of the Retirement Trust, and the
Public Employer has directed that its monies be invested in disclosure documents and other literature used by the
specified Portfolios or in a Guaranteed Investment Contract, the Retirement Trust:
Trustees of the Retirement Trust shall invest such monies in r) make loans, including the purchase of debt obligations,
accordance with such directions;
provided that all such loans shall bear interest at the current
e) keep*such portion of the Trust Property in cash or cash market rate:
balances as the Trustees, from time to time, may deem lobe in the 5) contract for, and delegate any powers granted hereunder to,
best interest of the Retirement Trust created hereby, without such officers, agents, employees, auditors and attorneys as the
liability for interest thereon; Trustees may select, provided that the Trustees may not delegate
f) accept and retain for such time as they may deem advisable the powers set forth in paragraphs b), c) and 0) of this SeOtion
any securities or other property received or acquired by them as 4.1 and may not delegate any powers if such delegation would
Trustees hereunder, whether or not such securities or other violate their fiduciary duties:
property would normaly be purchased as investments here- t) providefortheindemnificationoftheofficersandTrusteesof
under; the Retirement Trust and purchase fiduciary insurance;
Ig) cause any securities or other property held as part of the u) maintain books and records, including separateaccountsfor
Trust Property to be registered in the name of the Retirement each Public Employer or Employer Trust and such additional
Trust or in the name of a nominee, and to hold any investments in separate accounts as are required under, and consistent with, the
bearer form. but the books and records of the Trustees shall at all Deferred Compensation Plan Qf each Public Employer: and
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^!4[ v) do all such acts, take all such proceedings, and exercise all SECTION 5.3. Bond. No Trustee shall be obligated to give any bond
such rights and privileges, although not Specifically mentioned or other security for the performance of any of his or her duties
herein, as the Trustees may deem necessary or appropriate to hereunder.
administer the Trust Property and to carry Out the purposes of the
Retirement Trust.
SECTION 4.2. Distribution of Trust Property. Distributions of the ARTICLE VI. Annual Report to Shareholders
Trust Property shall be made to, or on behalf of, the Public Employer. in The Trustees Shall annually submit to the Public Employers a written
accordance with the terms of the Deterred Compensation Plans or report of the transactions of the Retirement Trust. including financial
Employer Trusts. The Trustees of the Retirement Trust shall be fully Statements which shall be certified by independent public accountants
protected in making payments in accordance with the directions of the chosen by the Trustees.
Public Employers or the Trustees of the Employer Trusts without
ascertaining whether such payments are in compliance with the ARTICLE VII. Duration or Amendment of Retirement Trust
provisions of the beferred Compensation Plans or the agreements
creating the Employer Trusts. SECTION 7.1. Withdrawal. A Public Employer may. at any lime. with--
draw from this Retirement Trust by delivering to the *Oard of Trustees a
SECTION 4.3. Execution of Instruments. The Trustees may statement to that effect. The withdrawing Public Employer's beneficial
unanimously designate any one or more of the Trustees to execute any interest in the Retirement Trust shall be paid Out to the Public Employer
instrument or document on behalf of all, including but not limited to the or to the Trustee of the Employer Trust. as appropriate.
Signing or endorsement of any check and the signing of any
applications, insurance and other contracts, and the action of suc* SECTION 7.2. Duration. The Retirement Trust shall continue until
designated Trustee or Trustees shall havethesame force and effect as if terminated by the vote of a majority of the Public Employers, each
taken by all the Trustees. casting one vote. Upon termination, all of the Trust Property Shall be
paid Out to the Public Employers orthe Trustees of the Employer Trusts,
ARTICLE V. Duty of Care and LiabIlIty of Trustees as appropriate.
SECTION 5.1. Duty of Care. In exercising the powers hereinbefore SECTION 7.3. Amendment. The Retirement Trust may be amended
granted to the Trustees, the Trustees shall perform all acts within their by the vote of a majority of the Public Employers. each casting one vote
authority for the exclusive purpose of providing benefits for the Public SECTION 7.4. Procedure. A resolution to terminate or amend the
Employers. and shall perform such acts with the care, skill, prudence Retirement Trust or to remove a Trustee Shall be submitted to a vote of
and diligence in the circumstances then prevailing that a prudent person the Public Employers if: a) a malority of the Trustees So direct, or fb* a
acting in a like capacity and familiar with Such matters would use in the petition requesting a vote, signed by not less than 25% of the Public
conduct of an enterprise of a like character and with like aims. Employers. is submitted to the Trustees.
SECTION 5.2. Liability. The Trustees shall not be liable for any
mistake of judgment Or other action taken in good faith, and for any
action taken or Omitted in reliance in good faith upon the books of ARTICLE VIII. Miscellaneous
account or Other records of the Retirement Trust, upon the opinion of SECTION 8.1. Governing Law. Except as otherwise required by state
counsel, or upon reports made to the Retirement Trust by any of its
officers, employees or agents or by the Investment Adviser or any Sub- or local law, this Declaration of Trust and the Retirement Trust hereby
created Shalt be construed and regulated by the laws of the District of
investment adviser, accountants. appraisers or Other experts or
consultants selected with reasonable care by the Trustees. officers or Columbia.
employees of the Retirement Trust. The Trustees shall also not be liable SECTION 8.2. Counterparts. This Declaration may be executed by
for any loss sustained by the Trust Property by reason of any investment the Public Employers and Trustees in two or more counterparts, each of
made in good faith and in accordance with thestandard ofcaresOtforth which shall be deemed an original but all of which together shall
in Section 5.1. constitute one and the same instrument.
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^!4[ APPENDIX C
TRUST AGREEMENT WITH
THE ICMA RETIREMENT CORPORATION
AGREEMENT made by and between the Employer named in the provided, however, that the Employer may direct investment by the
attached resolution and the International City Management Association Trustee among available investment alternatives in such proportions as
Retirement Corporation hereinafter the Trustee" or Retirement the Employer authorizes in connection with its deferred compensation
Corporation..),anonprofitcorporationorganizedandexistingunderthe agreements with its employees. For these purposes, theseTrust Funds
laws of the State of Delaware, torthe purposeofinvestingandotherwise may be commingled with Trust Funds Set aside by other Employers
admnistering the funds set aside by Employers in connection with pursuanttothefermsofthe lCMARetireraOntTrust. Investmentpbwers
ceferred compensation plans established under section 457 of the vested in the Trustee by the Section may be delegated by the Trustee to
Internal Revenue Code of 1954 the" Code"). This Agreement shall take any bank, insurance or trust company, or any investment advisor,
effect upon acceptance by the Trustee of its appointment by the manager or agent selected by it.
Employer *o serve as Trustee in accordance herewith as set forth in the
attached resolution.
Section 2.2. Admin*strative Fowers of the Trustee. The Trustee shall
WHEREAS, the Employer has established a deferred compensation plan have the power in itS discretion:
under section 457 of the Code the Plan"); a) To purchase, or subscribe for, any securities or other
WHEREAS, in order that there will be sufficient funds available to property and to retain the same in trust.
discharge the Employer's contractual obligations under the Plan, the
Employer desires to set aside perboically amounts equal totheamount b) To sell, exchange, convey, transfer or otherwise dispose of
any securities or other property held by it, by private contract, or
of compensation deferred,
WHEREAS. the funds set aside, together with any and all assetsderived at public auction. No person dealing with the Trustee shall be
* from the investment thereof, are to be exclusively within the dominion, bound to see the application of the purchase money or to inquire
control, and ownership ot the Employer. and subject to the Employer's into the validity, expediency, or propriety of any such sale or
absolute right of withdrawal, no employees having any interest other disposition.
whatsoever therein; c) To vote upon any stocks. bonds, or other securities; to give
general or special proxies or powers of attorney with or without
NOW, THEREFORE this Agreement witnesseth that a) the Employer power of substitution; to exercise any conversion privileges,
will pay monies to the Trustee to be placed in deferred compensation subscription rights, or other options, and to make any payments
accounts for the Employer; b) the Trustee covenants that it will hold incidental thereto; to oppose, or to consent to. or otherwise
sa,d sums, and any other funds which it may receive hereunder, in trust participate in, corporate reorganizations or other changes
for the uses and purposes and upon tne terms and conditions affecting corporate securities, and to delegate discretionary
hereinafter stated; and c) the parties hereto agree as follows: powers, and to pay any assessments or charges in connection
ARTICLE I. General Duties of the Parties. therewith; and generaily to exercise any of the powers of an
Section 1.1. Genera Duty of tne Employer. The Employer shail make owner with respect to stocks, bonds, securities or other property
regular periodic payments equal to the amounts of its employees held as part of the Trust Funds.
compensation wh,ch are deferred in accordance with the terms and d) To cause any securities or other property held as part of the
conditions of the Plan to the extentfhat such amountsaretobe invested Trust Funds to be registered in its own name. and to hold any
under the Trust. investments in bearer form, but the books and records of the
Section 1.2 General Duties oftne Trustee The Trustee shall hold all Trustee shall at all times show that all such investments areapart
funes received by it hereunder, whicrn. together with the income of the Trust Funds.
therefrom, shall constitute the Trust Funds It Shall administer the Trust e) To borrow or raise money for the purpose ofthe Trust in such
Funds, collect the income thereof, and make payments therefrom, all as amount, and upon such terms and conditions, as the Trustee shall
hereinafter provided. The Trustee shall also hold all Trust Funds which deem advisable; and, for any sum so borrowed, to issue its
are transferred to it as successor Trustee by the Employer from existing promissory note as Trustee, and to secure the repayment thereof
ceferred compensation arrangements with its Employees under plans by pledging all, or any part. of the Trust Funds. No person lending
cescribed in section 457 of the Code. Such Trust Funds shall be subject money tothe Trustee shall be oound to see the application of the
to all of the terms and provisions of this Agreement. money lent or to inquire into its validity, expediency or propriety
of any such borrowing
ARTICLE II. Powers and Duties of the Trustee in tnvestment, f) To keep such portion of the Trust Funds in cash or cash
Administration, and Disbursement ot the Trust Funds. balances as the Trustee, from time to time. may deem to be in the
best interest of the Trust created hereby, without liability for
Section 2.1. Investment Powers and Duties of the Trustee. The interest thereon.
Trustee shall have the power to invest and reinvest the principal and
income of the Trust Funds and keep the Trust Funds invested, without g) To accept and retain for such time as it may deem advisable
distinction between principal and income, in securities or in other any securities or other property received or acquired by it as
property. real or personal, wherever situated, including, but not limited Trustee hereunder, whether or not such Securities or other
to. stocks. common or preferred, bonds, retirement annuity and property would normally be purchased as investment hereunder.
insurance policies, mortgages. and other evidences of indebtedness or h) To make, execute, acknowledge, and deliver any and all
ownership, investment companies, common or group trust funds, or documents of transfer and conveyance and any and all other
Separate and different types of funds including equity, fixed income) instrumentsthat may be necessary orappropriatetocarry outthe
which fulfill requirements of state and local governmental laws, powers herein granted.
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^!4[ fi) To settle, compromise, or Submit to arbitration any claims, When an account becomes an account stated, such account shah be
debts, or damages due or owing to or from the Trust Funds; to finally Settled, and the Trustee shall be completely discharged and *
commence or defend Suits or legal or administrative proceedings; released, as if Such account had been Settled and allowed by aiudgment
and to represent the Trust Funds in all suits and legal and ordecreeofacourtofcompetentjurisdictioninanactionorproceeding
administrative proceedings. in which the Trustee and the Employer were parties.
Ii) To do all such acts. take all such proceedings, and exercise all The Trustee shall have the right to apply at any time to a court of
such rights and privileges. although not specifically mentioned
herein, as the Trustee may deem necessary to administer the competent jurisdiction for the judicial settiement of its account.
Trust Funds and to carry out the purposes of this Trust. ARTICLE VI. Resignation and Removal of Trustee.
Section 2.3. Distributions from the Trust Funds. The Employer Section 6.1. Resignation of Trustee. The Trustee may resign at any
hereby appoints the Trustee as its agent for the purpose of making time by filing with tne Employer its written resignation. Such resignation
distributions from the Trust Funds. In this regard the terms and shall take effect Sixty 60) days from the date of such filing and upon
conditions set forth in the Plan are to guide and control the Trustee's appointment of a Successor pursuant to Section 6.3., whichever shall
power. first occur.
Section 2.4. Valuation of Trust Funds. At least once a year as of Section 6.2. Removal of Trustee. The Employer may remove the
Valuation Dates designated by the Trustee, the Trustee snail determine Trustee at any time by delivering to the Trustee a written notice of its
the value of the Trust Funds. Assets of the Trust Funds shall be valued at removal and an appointment of a successor pursuant to Section 6.3.
their market values at the close of business on the Valuation Date, or, in Such removal shall not take effect prior to sixty 60) days from Such
the absence of readily ascertainable market values as the Trustee Shall delivery unless the Trustee agrees to an earlier effective date.
determine, in accordance with methods consistently followed and Section 6.3. Appointment of Successor Trustee. The appointment of
uniformly applied. a successor to the Trustee shall take effect upon the delivery to the
ARTICLE III. For Protection of Trustee. Trustee of a) an instrument in writing executed by the Employer
Section 3.1. Evidence of Action by Employer. The Trustee may rely appointing such successor, and exonerating such successor from
upon any certificate, notice or direction purporting to have been signed liability for the acts and omissions of its predecessor, and b) an
on behalf of the Employer which the Trustee believes to have been acceptance in writing, executed by such successor.
signed by a duly designated official of the Employer. No communication All of tne provisions set forth herein with respect to the Trustee shall
shall be binding upon any of the Trust Funds or Trustee until they are relate to each successor with the same force and effect as if such
received by the Trustee. successor had been originally named as Trustee hereunder.
Section 3.2. Advice of Counsel. The Trustee may consult with any If a successor is not appointed with sixty 60) days after the Trustee
legal counsel with respect to the construction of this Agreement, itS gives notice of its resignation pursuant to Section 6.1., the Trustee may
duties hereunder, or any act. which it proposes to take or Omit. and shall apply to any court of competent jurisdiction for appointment of a
not be liable for any action taken or omitted in good faith pursuant to successor.
such advice.
Section 6.4. Transfer of Funds to Successor. Upon the resignation or
Section 3.3. Miscellaneous. The Trustee shall use ordinary care and removal of the Trustee and appointment of a successor, and after the
reasonable diligence, but shall not be liable forany mistake ofjudgment final account of the Trustee has been properly Settled, the Trustee shall
Orotheractiontaken in good faith. TheTrusteeshall not be liableforany transfer and deliver any of the Trust Funds involved to such successor.
loss sustained by the Trust Funds by reasons of any investment made in ARTICLE VII. Duration and Revocation of Trust Agreement.
good faith and in accordance with the provisions of this Agreement.
Section 7.1. Duration and Revocation. This Trust shall continue for
The Trustee's duties and obligations shall be limited to those Such time as may be necessary to accomplish the purpose for which it
expressly imposed upon it by this Agreement. was created but may be terminated or revoked at any time by the
ARTICLE IV. Taxes, Expenses and Compensation of Trustee. Employer as it relates to any and/or all related participating Employees.
Section 4.1. Taxes, The Trusteeshalldeduct from andchargeagainst Written notice of such termination or revocation Shall be given to the
Trustee by the Employer. Upon termination or revocation of the Trust,
the Trust Funds any taxes on the Trust Funds or the income thereof or all of the assets thereof shall return to and revert to the Employer.
which the Trustee is required to pay with respect to the interest of any Termination of this Trust shall not, however, relievetheEmployerofthe
person therein.
Employer's continuing obligation to pay deferred compensation to
Section 4.2. Expenses. The Trustee shall deduct from and charge Employees in accordance with the terms of the Plan.
against the Trust Funds all reasonableexpenses incurred by the Trustee Section 7.2. Amendment. The Employershall have the rightto amend
in the administration of the Trust Funds, including counsel. agency. this Agreement in whole and in part but only with the Trustee's written
investment advisory. and other necessary fees. consent. Any such amendment shall become effective upon a) delivery
ARTICLEV. SettlementotAccounts.TheTrusteeshallkeepaccurate to the Trustee of a written instrument of amendment, and b) the
and detailed accounts of all investments, receipts, disbursements, and endorsement by the Trustee on such instrument of its consent thereto.
other transactions hereunder. ARTICLE VIII. Miscellaneous.
Within ninety 90) days after the closeof each fiscal year. theTrustee Section 8.1. Laws of the District of Columbia to Govern. This
shall render in duplicate to the Employer an account of its acts and
transactions as Trustee hereunder. If any part of the Trust Fund shall be Agreement and the Trust hereby created shall be construed and
invested through the mediumofanycommon,collectiveorcommingled regulated by the laws of the District of Columbia.
Trust Funds, the last annual report of such Trust Funds shall be Section 8.2. Successor Employers. The Employer" shall include any
submitted with and incorporated in the account. person who succeeds the Employer and who thereby becomes subject
to the obligations of the Employer under the Plan.
If within ninety 90) days after the mailing of the account or any
amended account the Employer has not filed with the Trustee notice of Section 8.3. Withdrawals. The Employer may, at any time, and from
any objection to any act or transaction of the Trustee, the account or time to time. withdraw a portion or all of Trust Funds created by this
amended account shall become an account stated. If any objection has Agreement.
been filed, and if the Employer is satisfied that It should be withdrawn or Section 8.4. Gender and Number. The masculine includes the
if the account is adjusted to the Employer's satisfaction, the Employer feminine and the singular includes the plural unless the context requires
shall in writing filed with the Trustee signify approval of the account and another meaning.
it shall become an account stated.
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